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                                                                       EXHIBIT 3

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          ALLIANCE PHARMACEUTICAL CORP.

                Under Section 807 Of The Business Corporation Law


         We, the undersigned, Theodore D. Roth and Lloyd A. Rowland, being
respectively the President and the Secretary of Alliance Pharmaceutical
Corp., hereby certify:

         1. The name of the corporation is Alliance Pharmaceutical Corp.
(hereinafter called the "Corporation"). The name under which the Corporation
was formed is Otisville Biologics, Inc.

         2. The Certificate of Incorporation was filed in the office of the
Secretary of State on the 23rd day of February, 1983 (the "Certificate of
Incorporation").

         3. The Certificate of Incorporation of the Corporation was first
restated and the Restated Certificate was filed on November 10, 1993 (the
"First Restated Certificate of Incorporation").

         4. The Certificate of Incorporation of the Corporation, as amended
heretofore, is further amended to increase the amount of the authorized
shares of common stock, $0.01 par value, of the Corporation from 75,000,000
shares to 125,000,000 shares, to change 1,500,000 shares of Series A
Preferred Stock, 750,000 shares of Series B Preferred Stock, 200,000 shares
of Series C Preferred Stock, 500,000 shares of Series D Preferred Stock and
100,000 shares of Series E-1 Preferred Stock, to 3,050,000 shares of unissued
shares of preferred stock now to be redesignated as Preferred Stock to be
issued (i) in such series, with such voting powers, full or limited, or no
voting powers, and such designations, preferences and relative,
participating, optional or other special rights, and with such
qualifications, limitations or restrictions thereon, as the Board of
Directors shall fix by resolution, and (ii) in such number of shares in each
series as the Board of Directors, by resolution or resolutions, shall fix;
provided that the aggregate number of all shares of Preferred Stock issued
does not exceed the number of shares of Preferred Stock authorized hereby.
The total number of shares of Preferred Stock remain unchanged.

         5. None of the authorized shares of the Series A Preferred Stock,
the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock or the Series E-1 Preferred Stock are outstanding, and no
shares of any such series will be issued subject to the Certificate of
Incorporation. None of such shares are currently issued.

         6. The Certificate of Incorporation, as amended, is restated to read
as hereinafter set forth in full:

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                  1. The name of the Corporation is Alliance Pharmaceutical
         Corp.

                  2. The purpose of which it is formed is to engage in any
         lawful act or activity for which corporations may be organized under
         the Business Corporation Law, provided that the Corporation is not
         formed to engage in any act or activity which requires the consent or
         approval of any state official, department, board, agency or other
         body.

                  3. The office of the Corporation in the State of New York is
         to be located in Orange County.

                  4. The total number of shares of stock which the Corporation
         is authorized to issue is 130,000,000 of which 125,000,000 shares shall
         be designated Common Stock, $.01 par value per share, and 5,000,000
         shares shall be designated Preferred Stock, $.01 par value per share.
         The relative rights, preferences and limitations of the shares of each
         class are as follows:

                           (a) The Preferred Stock authorized hereby may be
                  issued (i) in such series and with such voting powers, full or
                  limited, or no voting powers, and such designations,
                  preferences and relative, participating, optional or other
                  special rights, and with such qualifications, limitations or
                  restrictions thereon, as the Board of Directors shall fix by
                  resolution, and (ii) in such number of shares in each series
                  as the Board of Directors, by resolution or resolutions, shall
                  fix; provided that the aggregate number of all shares of
                  Preferred Stock issued does not exceed the number of shares of
                  Preferred Stock authorized hereby.

                           (b) Holders of Common Stock shall be entitled to such
                  dividend, liquidation and voting rights and such other rights
                  and privileges as are provided by the New York Business
                  Corporation Law, subject to the rights of holders of Preferred
                  Stock issued pursuant to the provisions of paragraph (a)
                  above.

                           (c) Eight hundred and seventy-five thousand (875,000)
                  shares of the Corporation's preferred stock, par value $0.01
                  per share, are designated "Series F Preferred Stock"
                  (hereinafter referred to as the "Series F Preferred Stock"),
                  and such Series F Preferred Stock shall have the respective
                  voting powers, designations, preferences and relative,
                  participating, optional or other rights, and the
                  qualifications, limitations or restrictions as follows:

         1. SECTION REFERENCES AND DEFINITIONS. References to section numbers
contained in this Article 4(c) shall refer only to sections within this Article
4(c) unless otherwise specified. Capitalized terms in this Article 4(c) shall
have the following meanings:


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         1.1 "Change of Control" shall mean the following and shall be deemed to
occur if any of the following events occur:

                  (i) Any "person," as such term is used in Sections 13(d) and
         14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act") (a "Person"), is or becomes the "beneficial owner," as defined in
         Rule 13d-3 under the Exchange Act (a "Beneficial Owner"), directly or
         indirectly, of securities of the Corporation representing (i) 20% or
         more of the combined voting power of the Corporation's then outstanding
         voting securities, which acquisition is not approved in advance of the
         acquisition or within thirty (30) days after the acquisition by a
         majority of the Incumbent Board (as hereinafter defined) or (ii) 33% or
         more of the combined voting power of the Corporation's then outstanding
         voting securities, without regard to whether such acquisition is
         approved by the Incumbent Board;

                  (ii) Persons who constitute the board of directors (the
         "Incumbent Board") of the Corporation cease for any reason to
         constitute at least a majority of the Corporation's board of directors,
         provided that any person becoming a director whose election, or
         nomination for election by the Corporation's stockholders, is approved
         by a vote of at least a majority of the directors then constituting the
         Incumbent Board (other than an election or nomination of an individual
         whose initial assumption of office is in connection with an actual or
         threatened election contest relating to the election of the directors
         of the Corporation, as such terms are used in Rule 14a-11 of Regulation
         14A promulgated under the Exchange Act) shall, for the purposes of this
         Agreement, be considered as though such person were a member of the
         Incumbent Board of the Corporation;

                  (iii) The consummation of a merger, consolidation or
         reorganization involving the Corporation, other than one which
         satisfies both of the following conditions:

                           (A) a merger, consolidation or reorganization which
                  would result in the voting securities of the Corporation
                  outstanding immediately prior thereto continuing to represent
                  (either by remaining outstanding or by being converted into
                  voting securities of another entity) at least 55% of the
                  combined voting power of the voting securities of the
                  Corporation or such other entity resulting from the merger,
                  consolidation or reorganization (the "Surviving Corporation")
                  outstanding immediately after such merger, consolidation or
                  reorganization and being held in substantially the same
                  proportion as the ownership in the Corporation's voting
                  securities immediately before such merger, consolidation or
                  reorganization, and

                           (B) a merger, consolidation or reorganization in
                  which no Person is or becomes the Beneficial Owner, directly
                  or indirectly, of securities of the Corporation representing
                  20% or more of the combined voting power of the Corporation's
                  then outstanding voting securities; or

                  (iv) The stockholders of the Corporation approve a plan of
         complete liquidation of the Corporation or an agreement for the sale or
         other disposition by the Corporation of all or substantially all of the
         Corporation's assets.


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         Notwithstanding the preceding provisions of this definition, a
Change in Control shall not be deemed to have occurred if the Person
described in the preceding provisions is (1) an underwriter or underwriting
syndicate that has acquired the ownership of any of the Corporation's then
outstanding voting securities solely in connection with a public offering of
the Corporation's securities, (2) the Corporation or an affiliate of the
Corporation, or (3) an employee stock ownership plan or other employee
benefit plan maintained by the Corporation or any of its affiliates that is
qualified under the provisions of the United States Internal Revenue Code of
1986.

         1.2 "Common Stock" shall mean the shares of the Common Stock of the
Corporation, par value $.01 per share, and any stock into which such Common
Stock may hereafter be changed.

         1.3 "F Conversion Rate" shall mean the rate at which shares of
Common Stock are to be received upon conversion of one share of the Series F
Preferred Stock which is determined by dividing the F Current Market Price
per share of Common Stock into $40.00; provided that (i) in the event of a
conversion pursuant to Section 5.1.1(b)(i), the F Current Market Price per
share shall never be deemed to be less than the F Division Amount and (ii) in
the event of a conversion pursuant to Section 5.1.1(c) the F Current Market
Price shall be deemed to be $22.00. The F Conversion Rate, and the amounts
specified in the previous sentence shall be subject to adjustment pursuant to
Section 5.

         1.4 "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities which are convertible into or
exchangeable, with or without payment of additional consideration in cash or
property, for Common Stock, either immediately or upon the arrival of a
specified date or the happening of a specified event.

         1.5 "F Current Market Price" per share of Common Stock at any date
herein specified shall mean the average of the daily market prices for the
twenty (20) consecutive Trading Days ending one (1) day prior to such date;
provided that in the event conversion is pursuant to Section 5.1.1(b), the
foregoing twenty (20) day period shall end ten (10) Trading Days after (i)
the date the Corporation sends a press release to the public announcing the
termination of the License Agreement, or (ii) if no press release is made
prior to the termination, the date of such termination; provided, however,
that if conversion is made pursuant to Section 5.1.1(a) the F Current Market
Price shall be the market price on May 19, 2004. The market price for each
such Trading Day shall be the last reported sales price on the principal
exchange on which the Common Stock is listed, or, if it is not so listed, the
Nasdaq National Market or, if it is not so listed, on the over-the-counter
market.

         1.6 "F Division Amount" shall mean $10.00 (as adjusted pursuant to
Section 5).

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         1.7 "F Junior Stock" shall mean the Common Stock and any other class
or series of capital stock of the Corporation which at the time of issuance
is not declared to be senior to or on a parity with the Series F Preferred
Stock as to rights upon liquidation or dividends.

         1.8 "License Agreement" shall mean that certain License Agreement
dated as of May 19, 2000 by and among the Corporation and PFC Therapeutics,
LLC ("PFC"), as it may be amended from time to time.

         1.9 "Person" shall mean any individual, corporation, association,
company, business trust, partnership, joint venture, joint-stock company,
trust, unincorporated organization or association or government or any agency
or political subdivision thereof.

         1.10 "Trading Day" shall mean any day on which trading takes place
(a) if the Common Stock is then listed or admitted to trading on a national
securities exchange, on the principal national securities exchange on which
the Common Stock is then listed or admitted to trading; or (b) if not, in the
over-the-counter-market and prices reflecting such trading are published by
the National Association of Securities Dealers Automated Quotation System.

         2. DIVIDENDS. Series F Preferred Stock shall not be entitled to
receive any dividends (other than dividends payable in F Junior Stock or
distributions pursuant to Section 5.6).

         3.       LIQUIDATION OR DISSOLUTION.

         3.1 RANK. The Series F Preferred Stock of the Corporation shall rank
on a parity with the Series G Preferred Stock and the Series H Preferred
Stock as to distributions upon a liquidation, dissolution or winding-up of
the Corporation and any other preferred stock issued by the Corporation.

         3.2 PREFERENCE. Subject to the prior rights of the Corporation's
creditors and holders of securities senior to the Series F Preferred Stock in
respect of distributions upon liquidation, dissolution or winding-up of the
Corporation, in the event of the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, the holders of Series F
Preferred Stock shall be entitled to receive forty dollars $40.00 per share.
If, upon any such liquidation, dissolution or winding-up of the Corporation,
the assets distributable among the holders of Series F Preferred Stock (and
any series of preferred stock ranking in parity with the Series F Preferred
Stock in respect of distributions upon liquidation, dissolution or winding-up
of the Corporation) shall be insufficient to permit the payment in full to
such holders of the preferential amount payable to such holders determined as
aforesaid, then the holders of Series F Preferred Stock (and any such series)
will share ratably in any distribution of the Corporation's assets in
proportion to the respective preferential amounts that would have been
payable if such assets

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were sufficient to permit payment in full of all such amounts. After payment
of the full amount of the liquidating distribution to which the holders of
Series F Preferred Stock are entitled, holders of F Junior Stock (other than
Common Stock) shall be paid any preferential amounts payable to such holders.
Thereafter, the holders of Series F Preferred Stock will share PRO RATA with
the holders of Common Stock (and the holders of F Junior Stock entitled to
share PRO RATA with Common Stock in liquidating distributions), based on the
number of shares of Common Stock into which the Series F Preferred Stock is
then convertible, any further distribution of assets by the Corporation.
Under this Section 3, a distribution of assets in any dissolution, winding-up
or liquidation shall not include (a) any consolidation or merger of the
Corporation with or into any other corporation, (b) any dissolution,
liquidation or winding-up of the Corporation immediately followed by
reincorporation of a successor corporation or (c) a sale or other disposition
of all or substantially all of the Corporation's assets in consideration for
the issuance of equity securities of another corporation, provided that the
consolidation, merger, dissolution, liquidation, winding-up, sale or other
disposition (i) does not amend, alter, or change the preferences or rights of
the Series F Preferred Stock or the qualifications, limitations or
restrictions thereof in a manner that adversely affects the Series F
Preferred Stock or (ii) is done in accordance with Sections 5.5, 5.6 or 5.7
hereof.

         4. VOTING RIGHTS. The holders of Series F Preferred Stock shall not
be entitled to any voting rights except as otherwise required by law.

         5. CONVERSION RIGHTS.

         5.1 CONVERSION OF SERIES F PREFERRED STOCK. The Series F Preferred
Stock shall convert into fully paid and non-assessable shares of Common Stock
as follows:

                  5.1.1 The Series F Preferred Stock shall convert at the F
         Conversion Rate into Common Stock on the earlier of the following;
         provided that once the F Current Market Price per share of Common Stock
         is equal to or greater than $22, subject to adjustment pursuant to
         Section 5.5, the F Current Market Price shall be deemed fixed at $22
         (subject to such adjustment) for all conversions of the Series F
         Preferred Stock hereunder.

                  (a) At the option of a holder of the Series F Preferred Stock,
         exercisable on or after May 19, 2004, such holder's Series F Preferred
         Stock shall convert;

                  (b) (i) Termination of the License Agreement other than
         pursuant to Section 5.1.1(b)(ii) below or (ii) termination of the
         License Agreement by PFC pursuant to Section 10.3(a) thereof, (in
         either case, unless termination of the License Agreement is as a result
         of the liquidation of the Corporation, the appointment of a receiver or
         trustee for substantially all of the property or assets of the
         Corporation, or the Corporation makes an assignment for the benefit of
         creditors, in each case, in accordance with the License Agreement);


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                  (c) At the option of a holder of the Series F Preferred Stock,
         such holder's Series F Preferred Stock shall convert at any time that
         the F Current Market Price per share of Common Stock is equal to or
         greater than $22.00, subject to adjustment pursuant to Section 5.5; or

                  (d) At the option of a holder of the Series F Preferred Stock,
         such holder's Series F Preferred Stock shall convert upon a Change of
         Control of the Corporation.

         5.2 ISSUANCE LIMITATION. If, pursuant to Section 5 of Article 4(c),
Section 6 of Article 4(d) or Section 6 of Article 4(e), a conversion event
occurs or a conversion election is made and conversion of shares of Series F
Preferred Stock, Series G Preferred Stock or Series H Preferred Stock (the
shares of the three series collectively, the "Preferred Shares") subject to
such section would, when taken together with the conversion of any other
Preferred Shares, result in the issuance by the Company of a number of shares
(the "Additional Shares") of its Common Stock greater than the "Issuance
Limit," then the Company need not issue the Additional Shares, unless it
first obtains shareholder approval of the issuance of the Additional Shares.
"Issuance Limit" means 9,389,477 shares of Common Stock (that is, 19.9% of
the shares of Common Stock issued and outstanding as of May 16, 2000), as
such number may be adjusted pursuant to Sections 5.5 of Article 4(c), Section
6.5 of Article 4(d) or Section 6.5 of Article 4(e). If the Company does not
obtain shareholder approval for the issuance of the Additional Shares or, in
any event, does not, prior to the expiration of 120 days after such
conversion event or conversion election, issue the Additional Shares required
to be issued as a result of such conversion event or conversion election, the
Company shall pay to each person entitled to receive such Additional Shares
an amount in cash equal to the aggregate market price of such Additional
Shares on the day that the conversion event occurred or the conversion
election was made. The market price for such day shall be the last reported
sales price on the principal exchange on which the Common Stock is listed,
or, if it is not so listed, the Nasdaq National Market or, if it is not so
listed, on the over-the-counter market.

         5.3 CONVERSION PROCEDURE. Upon conversion of Series F Preferred
Stock, the shares so converted shall have the status of authorized and
unissued preferred stock, and the number of shares of preferred stock which
the corporation shall have authority to issue shall include the number of
shares of Series F Preferred Stock so converted. Upon any conversion,
certificates representing the Series F Preferred Stock shall thereafter be
deemed to represent the appropriate number of shares of Common Stock into
which such stock is converted. After conversion the holder of any shares of
Series F Preferred Stock so converted shall deliver to the Corporation during
regular business hours, at such place as may be designated by the
Corporation, the certificate or certificates for the shares to be converted,
duly endorsed or assigned in blank, or to the Corporation (if required by
it), accompanied by written notice stating the name or names (with address)
in which the certificate or certificates for the shares of Common Stock are
to be issued.

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         5.4 FRACTIONAL SHARES. No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of Series F Preferred Stock. If
more than one share of Series F Preferred Stock shall be surrendered for
conversion at any one time by the same holder, the number of full shares of
Common Stock issuable upon conversion thereof shall be computed on the basis
of the aggregate number of shares so surrendered. Instead of any fractional
shares of Common Stock which would otherwise be issuable upon any such
conversion, the Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount determined on the basis of the then current
fair market value of a share of Common Stock as determined by the Board of
Directors of the Corporation, in good faith. Fractional interests shall not
be entitled to dividends, and the holders thereof shall not be entitled to
any rights as stockholders of the Corporation in respect of such fractional
interests.

         5.5 ADJUSTMENTS FOR SUBDIVISIONS, STOCK DIVIDENDS, COMBINATIONS, OR
CONSOLIDATIONS OF COMMON STOCK. In the event the outstanding shares of Common
Stock shall be increased by way of stock issued as a dividend for no
consideration or subdivided (by stock split, or otherwise) into a greater
number of shares of Common Stock, the F Division Amount and the per share
amount specified in Section 1.3(ii) and Section 5.1.1(c) then in effect
shall, concurrently with the effectiveness of such increase or subdivision,
be proportionately decreased and the number of shares constituting the
Issuance Limit shall be proportionally increased. In the event the
outstanding shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of shares of Common
Stock, the F Division Amount and the per share amount specified in Section
1.3(ii) and Section 5.1.1(c) then in effect shall, concurrently with the
effectiveness of such combination or consolidation, be proportionately
increased and the number of shares constituting the Issuance Limit shall be
proportionally decreased.

         5.6 OTHER DISTRIBUTIONS. If for any reason, including without
limitation a merger or sale of assets transaction, the Corporation shall
declare a distribution payable in securities of the Corporation, or in
securities of other persons, evidences of indebtedness issued by the
Corporation or other persons, or assets (excluding cash dividends) then, in
each such case for the purpose of this Section 5.6, the holders of the Series
F Preferred Stock shall be entitled to a proportionate share of such
distribution as though they were the holders of the number of shares of
Common Stock of the Corporation into which their shares of Series F Preferred
Stock would be convertible as of the record date fixed for the determination
of the holders of Common Stock of the Corporation entitled to receive such
distribution.

         5.7 REORGANIZATIONS AND RECAPITALIZATIONS. If at any time or from
time to time there shall be a reorganization or recapitalization of the
Common Stock (other than a subdivision, combination or merger or sale of
assets transaction provided for in Section 5.5 or Section 5.6 above), then,
as a condition of such reorganization or recapitalization, provision shall be
made so that the holders of the Series F Preferred Stock shall thereafter be
entitled to receive upon conversion of the Series F Preferred Stock, the
number of shares of stock or other securities or property of the Corporation
or otherwise to which a holder of Common Stock deliverable upon

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conversion would have been entitled on such reorganization or
recapitalization. In any such case, appropriate adjustment shall be made in
the application of the provisions of this Section 5 with respect to the
rights of the holders of the Series F Preferred Stock after the
reorganization or recapitalization to the end that the provisions of this
Section 5 (including adjustment of the F Conversion Rate and the F Division
Amount then in effect and the number of shares receivable upon conversion of
the Series F Preferred Stock) shall be applicable after that event in as
nearly an equivalent manner as may be practicable.

         5.8 RESERVATION OF SHARES. The Corporation agrees that, so long as
any share of Series F Preferred Stock shall remain outstanding, the
Corporation shall at all times reserve and keep available, free from
preemptive rights, out of its authorized capital stock, for the purpose of
issue upon conversion of the Series F Preferred Stock, the full number of
shares of Common Stock then issuable upon conversion of all outstanding
shares of Series F Preferred Stock. If the Common Stock shall be listed on
any national securities exchange, the Corporation at its expense shall
include in a listing application all of the shares of Common Stock reserved
for issuance upon conversion of the Series F Preferred Stock, (subject to
issuance or notice of issuance to the exchange) and will similarly apply for
and use its best efforts to procure the listing of any further Common Stock
reserved for issuance upon conversion of the Series F Preferred Stock, at any
subsequent time as a result of adjustments in the F Conversion Rate or
otherwise.

         5.9 VALIDITY OF SHARES. The Corporation agrees that it will from
time to time take all such actions as may be requisite to assure that all
shares of Common Stock which may be issued upon conversion of any share of
the Series F Preferred Stock will, upon issuance, be legally and validly
issued, fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issue thereof.

         5.10 TAXES. The Corporation will pay all taxes and other
governmental charges that may be imposed in respect of the issue or delivery
(but not transfer) of shares of Common Stock upon conversion of the Series F
Preferred Stock.

         5.11 ABANDONMENT OF ACTION. If the Corporation shall take a record
of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution requiring an adjustment pursuant to
Section 5 and shall, thereafter and before the distribution to stockholders
thereof, legally abandon its plan to pay or deliver such dividend or
distribution, then thereafter no adjustment to the holders of Series F
Preferred Stock shall be required by reason of the taking of such record and
any such adjustment previously made in respect thereof shall be rescinded and
annulled.

         5.12 NOTICE PROVISIONS.

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                  5.12.1 Whenever an adjustment is required pursuant to Section
         5 hereof, the Corporation shall forthwith deliver to the holders of
         Series F Preferred Stock, a certificate signed by an officer of the
         Corporation, setting forth, in reasonable detail, the event requiring
         the adjustment, the method by which such adjustment was calculated and
         the adjustments made.

                  5.12.2 In case the Corporation shall propose (a) to pay any
         dividend payable in stock of any class to the holders of F Junior Stock
         or to make any other distribution to the holders of its Common Stock,
         (b) to offer to the holders of its Common Stock rights to subscribe for
         or to purchase any Convertible Securities, Common Stock or shares of
         stock of any class or any other securities, rights or options, (c) to
         effect any reclassification of its Common Stock (other than a
         reclassification involving only the subdivision or combination of
         outstanding shares of Common Stock), (d) to effect any capital
         reorganization, (e) to effect any consolidation, merger or sale,
         transfer or other distribution of all or substantially all its
         property, assets or business, or (f) to effect the liquidation,
         dissolution or winding-up of the Corporation, then, in each such case,
         the Corporation shall give to each holder of Series F Preferred Stock a
         notice of such proposed action, which shall specify the date on which a
         record is to be taken for the purposes of such stock dividend,
         distribution or rights, or the date on which such reclassification,
         reorganization, consolidation, merger, sale, transfer, disposition,
         liquidation, dissolution or winding-up is to take place and the date of
         participation therein by the holders of Common Stock, if any such date
         is to be fixed, and shall also set forth such facts with respect
         thereto as shall be reasonably necessary to indicate the effect of such
         action on the Common Stock and the F Conversion Rate and the F Division
         Amount after giving effect to any adjustment which will be required as
         a result of such action. Such notice shall be so given in the case of
         any action covered by (a) or (b) above at least ten (10) days prior to
         the record date for determining holders of the Common Stock for
         purposes of such action and, in the case of any other such action, at
         least ten (10) days prior to the date of the taking of such proposed
         action or the date of participation therein by the holders of Common
         Stock, whichever shall be the earlier.

         6. NO PRE-EMPTIVE RIGHTS. No holder of Series F Preferred Stock
shall have any pre-emptive or preferential right of subscription to any
shares of stock of the Corporation, or to options, warrants or other
interests therein or therefor, or to any obligations convertible into stock
of the Corporation, issued or sold, or any right of subscription to any
thereof other than such, if any, as the Board of Directors, in its
discretion, from time to time may determine and at such price or prices as
the Board of Directors from time to time may fix pursuant to the authority
conferred by the Corporation's Certificate of Incorporation.

         7. COVENANTS. In addition to any other rights provided by law, so
long as any shares of Series F Preferred Stock are outstanding, this
Corporation shall not, without first obtaining the affirmative vote or
written consent of the holders of not less than sixty-six and two-thirds
percent (66-2/3%) of the Series F Preferred Stock:

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                  (a) Amend or repeal any provisions of the Corporation's
         Certificate of Incorporation which action would adversely affect the
         rights, preferences, or privileges of the Series F Preferred Stock; or

                  (b) Alter or change the designations, powers, rights,
         preferences or privileges, or the qualification, limitations or
         restrictions of the Series F Preferred Stock; or

                  (c) Increase the authorized number of shares of Series F
         Preferred Stock or other preferred stock of the Corporation; or

                  (d) Authorize, create, or issue any new class or series of
         stock or any other securities convertible into equity securities of the
         Corporation having a preference over the Series F Preferred Stock with
         respect to dividends, redemptions or upon liquidation or dissolution of
         the Corporation; or

                  (e) Reclassify the shares of Common Stock or any other F
         Junior Stock into shares of any class or series of capital stock (i)
         ranking either as to payment of dividends, distribution of assets or
         redemptions, prior to or on parity with the Series F Preferred Stock,
         or (ii) which in any manner adversely affects the holders of Series F
         Preferred Stock.

                  (d) Thirteen thousand six hundred thirty seven (13,637) shares
         of the Corporation's preferred stock, par value $0.01 per share, are
         designated "Series G Preferred Stock" (hereinafter referred to as the
         "Series G Preferred Stock"), and such Series G Preferred Stock shall
         have the respective voting powers, designations, preferences and
         relative, participating, optional or other rights, and the
         qualifications, limitations or restrictions as follows:

         1. SECTION REFERENCES AND DEFINITIONS. References to section numbers
contained in this Article 4(d) shall refer only to sections within this
Article 4(d) unless otherwise specified. Capitalized terms in this Article
4(d) shall have the following meanings:

         "1.1 Change of Control" shall mean the following and shall be deemed
to occur if any of the following events occur:

                  (i) Any "person," as such term is used in Sections 13(d) and
         14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act") (a "Person"), is or becomes the "beneficial owner," as defined in
         Rule 13d-3 under the Exchange Act (a "Beneficial Owner"), directly or
         indirectly, of securities of the Corporation representing (i) 20% or
         more of the combined voting power of the Corporation's then outstanding
         voting securities, which acquisition is not approved in advance of the
         acquisition or within thirty (30) days after the acquisition by a
         majority of the Incumbent Board (as hereinafter defined) or (ii) 33% or
         more of the combined voting power of the Corporation's then outstanding
         voting securities, without regard to whether such acquisition is
         approved by the Incumbent Board;


                                       11
<PAGE>


                  (ii) Persons who constitute the board of directors (the
         "Incumbent Board") of the Corporation cease for any reason to
         constitute at least a majority of the Corporation's board of directors,
         provided that any person becoming a director whose election, or
         nomination for election by the Corporation's stockholders, is approved
         by a vote of at least a majority of the directors then constituting the
         Incumbent Board (other than an election or nomination of an individual
         whose initial assumption of office is in connection with an actual or
         threatened election contest relating to the election of the directors
         of the Corporation, as such terms are used in Rule 14a-11 of Regulation
         14A promulgated under the Exchange Act) shall, for the purposes of this
         Agreement, be considered as though such person were a member of the
         Incumbent Board of the Corporation;

                  (iii) The consummation of a merger, consolidation or
         reorganization involving the Corporation, other than one which
         satisfies both of the following conditions:

                           (A) a merger, consolidation or reorganization which
                  would result in the voting securities of the Corporation
                  outstanding immediately prior thereto continuing to represent
                  (either by remaining outstanding or by being converted into
                  voting securities of another entity) at least 55% of the
                  combined voting power of the voting securities of the
                  Corporation or such other entity resulting from the merger,
                  consolidation or reorganization (the "Surviving Corporation")
                  outstanding immediately after such merger, consolidation or
                  reorganization and being held in substantially the same
                  proportion as the ownership in the Corporation's voting
                  securities immediately before such merger, consolidation or
                  reorganization, and

                           (B) a merger, consolidation or reorganization in
                  which no Person is or becomes the Beneficial Owner, directly
                  or indirectly, of securities of the Corporation representing
                  20% or more of the combined voting power of the Corporation's
                  then outstanding voting securities; or

                  (iv) The stockholders of the Corporation approve a plan of
         complete liquidation of the Corporation or an agreement for the sale or
         other disposition by the Corporation of all or substantially all of the
         Corporation's assets.

         Notwithstanding the preceding provisions of this definition, a
Change in Control shall not be deemed to have occurred if the Person
described in the preceding provisions is (1) an underwriter or underwriting
syndicate that has acquired the ownership of any of the Corporation's then
outstanding voting securities solely in connection with a public offering of
the Corporation's securities, (2) the Corporation or an affiliate of the
Corporation, or (3) an employee stock ownership plan or other employee
benefit plan maintained by the Corporation or any of its affiliates that is
qualified under the provisions of the United States Internal Revenue Code of
1986.

         1.2 "Common Stock" shall mean the shares of the Common Stock of the
Corporation, par value $.01 per share, and any stock into which such Common
Stock may hereafter be changed.

                                       12
<PAGE>


         1.3 "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities which are convertible into or
exchangeable, with or without payment of additional consideration in cash or
property, for Common Stock, either immediately or upon the arrival of a
specified date or the happening of a specified event.

         1.4 "G Junior Stock" shall mean the Common Stock and any other class
or series of capital stock of the Corporation which at the time of issuance
is not declared to be senior to or on a parity with the Series G Preferred
Stock as to rights upon liquidation or dividends.

         1.5 "G Redemption Price" shall mean $1,100 per share plus any
dividends accrued on or before the date of the G Redemption Notice.

         1.6 "Person" shall mean any individual, corporation, association,
company, business trust, partnership, joint venture, joint-stock company,
trust, unincorporated organization or association or government or any agency
or political subdivision thereof.

         1.7 "Trading Day" shall mean any day on which trading takes place
(a) if the Common Stock is then listed or admitted to trading on a national
securities exchange, on the principal national securities exchange on which
the Common Stock is then listed or admitted to trading; or (b) if not, in the
over-the-counter-market and prices reflecting such trading are published by
the National Association of Securities Dealers Automated Quotation System.

         2. DIVIDENDS. Before any dividends (other than dividends payable in
Common Stock) on any G Junior Stock shall be declared or paid or set apart
for payment, the holders of shares of Series G Preferred Stock shall be
entitled to receive cash dividends, when and as declared by the Board of
Directors from the date of issuance through March 15, 2005, at the annual
rate of $82.50 per share, and no more. Dividends on the Series G Preferred
Stock shall accumulate on an annual compounded basis (based on actual days
elapsed over 365/366) and any accumulated dividends shall be payable to a
holder of record on the earlier of: (i) redemption by the Corporation of such
holder's Series G Preferred Stock or (ii) March 31, 2005. The Series G
Preferred Stock shall rank on a parity with the Series H Preferred Shares as
to dividends. Whenever, at any time, the accrued dividends shall have been
paid or declared and set apart for payment on the then outstanding Series G
Preferred Stock, the Board of Directors may declare dividends on any G Junior
Stock, subject to the respective terms and provisions (if any) applying
thereto.

         3. LIQUIDATION OR DISSOLUTIONS

         3.1 RANK. The Series G Preferred Stock of the Corporation shall rank
on a parity with the Series F Preferred Stock and the Series H Preferred
Stock as to distributions upon a

                                       13
<PAGE>


liquidation, dissolution or winding-up of the Corporation and any other
preferred stock of the Corporation.

         3.2 PREFERENCE. Subject to the prior rights of the Corporation's
creditors and holders of securities senior to the Series G Preferred Stock in
respect of distributions upon liquidation, dissolution or winding-up of the
Corporation, in the event of the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, the holders of Series G
Preferred Stock shall be entitled to receive one thousand one hundred dollars
($1,100) per share, plus an amount equal to any accumulated dividends through
the date of such liquidation, dissolution or winding-up. The amount of
dividends "accumulated" on any share of Series G Preferred Stock as at any
annual dividend date shall be deemed to be the amount of any unpaid dividends
accumulated thereon to and including such annual dividend date, whether or
not earned or declared, and the amount of dividends "accumulated" on any
share of Series G Preferred Stock as at any date other than an annual
dividend date shall be calculated in accordance with Section 2 of this
Article 4(d). If, upon any such liquidation, dissolution or winding-up of the
Corporation, the assets distributable among the holders of Series G Preferred
Stock (and any series of preferred stock ranking in parity with the Series G
Preferred Stock in respect of distributions upon liquidation, dissolution or
winding-up of the Corporation) shall be insufficient to permit the payment in
full to such holders of the preferential amount payable to such holders
determined as aforesaid, then the holders of Series G Preferred Stock (and
any such series) will share ratably in any distribution of the Corporation's
assets in proportion to the respective preferential amounts that would have
been payable if such assets were sufficient to permit payment in full of all
such amounts. After payment of the full amount of the liquidating
distribution to which the holders of Series G Preferred Stock are entitled,
holders of G Junior Stock (other than Common Stock) shall be paid any
preferential amounts payable to such holders. Thereafter, the holders of
Series G Preferred Stock will share PRO RATA with the holders of Common Stock
(and the holders of G Junior Stock entitled to share PRO RATA with Common
Stock in liquidating distributions), based on the number of shares of Common
Stock into which the Series G Preferred Stock is then convertible, any
further distribution of assets by the Corporation. Under this Section 3, a
distribution of assets in any dissolution, winding-up or liquidation shall
not include (a) any consolidation or merger of the Corporation with or into
any other corporation, (b) any dissolution, liquidation or winding-up of the
Corporation immediately followed by reincorporation of a successor
corporation or (c) a sale or other disposition of all or substantially all of
the Corporation's assets in consideration for the issuance of equity
securities of another corporation, provided that the consolidation, merger,
dissolution, liquidation, winding-up, sale or other disposition (i) does not
amend, alter, or change the preferences or rights of the Series G Preferred
Stock or the qualifications, limitations or restrictions thereof in a manner
that adversely affects the Series G Preferred Stock or (ii) is done in
accordance with Sections 6.4, 6.5 or 6.6 hereof.

         4. VOTING RIGHTS. The holders of Series G Preferred Stock shall not
be entitled to any voting rights except as otherwise required by law.

                                       14
<PAGE>


         5. REDEMPTION.

                  (a) At the Corporation's option, from the date the Series G
         Preferred Stock is issued until all the Series G Preferred Stock is
         converted, all outstanding and unconverted Series G Preferred Stock may
         be redeemed by the Corporation pursuant to this Section 5(a), from
         funds legally available therefor at the G Redemption Price. The
         Corporation shall provide at least 10 days and not more than 30 days
         advance written notice of redemption to each holder of the Series G
         Preferred Stock (a "G Redemption Notice"), which notice shall set forth
         the date (the "Redemption Date") fixed for such redemption; provided
         that any G Redemption Notice given after March 15, 2005 shall be given
         at least 30 days and not more than 45 days in advance of the Redemption
         Date stated therein.

                  (b) The entire redemption price of the shares of Series G
         Preferred Stock outstanding on a Redemption Date shall be paid in cash
         on such Redemption Date. If any portion of the applicable G Redemption
         Price under Section 6(a) shall not be paid by the Corporation within
         ten (10) calendar days after the date due, interest shall accrue
         thereon at the rate of 7.5% per annum until the redemption price plus
         all such interest is paid in full (which amount shall be paid as
         liquidated damages and not as a penalty).

         6. CONVERSION RIGHTS.

         6.1 CONVERSION OF SERIES G PREFERRED STOCK. At the option of a
holder of the Series G Preferred Stock, each share of such holder's Series G
Preferred Stock shall convert into one hundred fully paid and non-assessable
shares of Common Stock:

                  6.1.1 Until the close of business on the date preceding the
         Redemption Date on or after March 15, 2005; or

                  6.1.2 Upon a Change of Control of the Corporation.

         6.2 ISSUANCE LIMITATION. If, pursuant to Section 5 of Article 4(c),
Section 6 of Article 4(d) or Section 6 of Article 4(e), a conversion event
occurs or a conversion election is made and conversion of shares of Series F
Preferred Stock, Series G Preferred Stock or Series H Preferred Stock (the
shares of the three series collectively, the "Preferred Shares") subject to
such section would, when taken together with the conversion of any other
Preferred Shares, result in the issuance by the Company of a number of shares
(the "Additional Shares") of its Common Stock greater than the "Issuance
Limit," then the Company need not issue the Additional Shares, unless it
first obtains shareholder approval of the issuance of the Additional Shares.
"Issuance Limit" means 9,389,477 shares of Common Stock (that is, 19.9% of
the shares of Common Stock issued and outstanding as of May 16, 2000), as
such number may be adjusted pursuant to Sections 5.5 of Article 4(c), Section
6.5 of Article 4(d) or Section 6.5 of Article 4(e). If the Company does

                                       15
<PAGE>


not obtain shareholder approval for the issuance of the Additional Shares or,
in any event, does not, prior to the expiration of 120 days after such
conversion event or conversion election, issue the Additional Shares required
to be issued as a result of such conversion event or conversion election, the
Company shall pay to each person entitled to receive such Additional Shares
an amount in cash equal to the aggregate market price of such Additional
Shares on the day that the conversion event occurred or the conversion
election was made. The market price for such day shall be the last reported
sales price on the principal exchange on which the Common Stock is listed,
or, if it is not so listed, the Nasdaq National Market or, if it is not so
listed, on the over-the-counter market.

         6.3 CONVERSION PROCEDURE. Upon conversion of Series G Preferred
Stock, the shares so converted shall have the status of authorized and
unissued preferred stock, and the number of shares of preferred stock which
the corporation shall have authority to issue shall include the number of
shares of Series G Preferred Stock so converted. Upon any conversion,
certificates representing the Series G Preferred Stock shall thereafter be
deemed to represent the appropriate number of shares of Common Stock into
which such stock is converted. After conversion the holder of any shares of
Series G Preferred Stock so converted shall deliver to the Corporation during
regular business hours, at such place as may be designated by the
Corporation, the certificate or certificates for the shares to be converted,
duly endorsed or assigned in blank, or to the Corporation (if required by
it), accompanied by written notice stating the name or names (with address)
in which the certificate or certificates for the shares of Common Stock are
to be issued.

         6.4 FRACTIONAL SHARES. No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of Series G Preferred Stock. If
more than one share of Series G Preferred Stock shall be surrendered for
conversion at any one time by the same holder, the number of full shares of
Common Stock issuable upon conversion thereof shall be computed on the basis
of the aggregate number of shares so surrendered. Instead of any fractional
shares of Common Stock which would otherwise be issuable upon any such
conversion, the Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount determined on the basis of the then current
fair market value of a share of Common Stock as determined by the Board of
Directors of the Corporation, in good faith. Fractional interests shall not
be entitled to dividends, and the holders thereof shall not be entitled to
any rights as stockholders of the Corporation in respect of such fractional
interests.

         6.5 ADJUSTMENTS FOR SUBDIVISIONS, STOCK DIVIDENDS, COMBINATIONS, OR
CONSOLIDATIONS OF COMMON STOCK. In the event the outstanding shares of Common
Stock shall be increased by way of stock issued as a dividend for no
consideration or subdivided (by stock split, or otherwise) into a greater
number of shares of Common Stock, the number of shares of Common Stock
issuable upon conversion of the Series G Preferred Stock then outstanding
shall, concurrently with the effectiveness of such increase or subdivision,
be proportionately increased and the number of shares constituting the
Issuance Limit shall be proportionally increased. In the event the
outstanding shares of Common Stock shall be combined or consolidated, by

                                       16
<PAGE>


reclassification or otherwise, into a lesser number of shares of Common
Stock, the number of shares of Common Stock issuable upon conversion of the
Series G Preferred Stock then outstanding shall, concurrently with the
effectiveness of such combination or consolidation, be proportionately
decreased and the number of shares constituting the Issuance Limit shall be
proportionally decreased.

         6.6 OTHER DISTRIBUTIONS. If for any reason, including without
limitation a merger or sale of assets transaction, the Corporation shall
declare a distribution payable in securities of the Corporation, or in
securities of other persons, evidences of indebtedness issued by the
Corporation or other persons, or assets (excluding cash dividends) then, in
each such case for the purpose of this Section 6.6, the holders of the Series
G Preferred Stock shall be entitled to a proportionate share of such
distribution as though they were the holders of the number of shares of
Common Stock of the Corporation into which their shares of Series G Preferred
Stock would be convertible as of the record date fixed for the determination
of the holders of Common Stock of the Corporation entitled to receive such
distribution.

         6.7 REORGANIZATIONS AND RECAPITALIZATIONS. If at any time or from
time to time there shall be a reorganization or recapitalization of the
Common Stock (other than a subdivision, combination or merger or sale of
assets transaction provided for in Section 6.5 or Section 6.6 above), then,
as a condition of such reorganization or recapitalization, provision shall be
made so that the holders of the Series G Preferred Stock shall thereafter be
entitled to receive upon conversion of the Series G Preferred Stock, the
number of shares of stock or other securities or property of the Corporation
or otherwise to which a holder of Common Stock deliverable upon conversion
would have been entitled on such reorganization or recapitalization. In any
such case, appropriate adjustment shall be made in the application of the
provisions of this Section 6 with respect to the rights of the holders of the
Series G Preferred Stock after the reorganization or recapitalization to the
end that the provisions of this Section 6 (including adjustment to the number
of shares of Common Stock receivable upon conversion of the Series G
Preferred Stock) shall be applicable after that event in as nearly an
equivalent manner as may be practicable.

         6.8 RESERVATION OF SHARES. The Corporation agrees that, so long as
any share of Series G Preferred Stock shall remain outstanding, the
Corporation shall at all times reserve and keep available, free from
preemptive rights, out of its authorized capital stock, for the purpose of
issue upon conversion of the Series G Preferred Stock, the full number of
shares of Common Stock then issuable upon conversion of all outstanding
shares of Series G Preferred Stock. If the Common Stock shall be listed on
any national securities exchange, the Corporation at its expense shall
include in a listing application all of the shares of Common Stock reserved
for issuance upon conversion of the Series G Preferred Stock, (subject to
issuance or notice of issuance to the exchange) and will similarly apply for
and use its best efforts to procure the listing of any further Common Stock
reserved for issuance upon conversion of the Series G Preferred Stock, at any
subsequent time as a result of adjustments in the number of shares of Common
Stock issuable upon conversion of the Series G Preferred Stock.

                                       17
<PAGE>


         6.9 VALIDITY OF SHARES. The Corporation agrees that it will from
time to time take all such actions as may be requisite to assure that all
shares of Common Stock which may be issued upon conversion of any share of
the Series G Preferred Stock will, upon issuance, be legally and validly
issued, fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issue thereof.

         6.10 TAXES. The Corporation will pay all taxes and other
governmental charges that may be imposed in respect of the issue or delivery
(but not transfer) of shares of Common Stock upon conversion of the Series G
Preferred Stock.

         6.11 ABANDONMENT OF ACTION. If the Corporation shall take a record
of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution requiring an adjustment pursuant to
Section 6 and shall, thereafter and before the distribution to stockholders
thereof, legally abandon its plan to pay or deliver such dividend or
distribution, then thereafter no adjustment to the holders of Series G
Preferred Stock shall be required by reason of the taking of such record and
any such adjustment previously made in respect thereof shall be rescinded and
annulled.

         6.12 NOTICE PROVISIONS.

                  6.12.1 Whenever an adjustment is required pursuant to Section
         6 hereof, the Corporation shall forthwith deliver to the holders of
         Series G Preferred Stock, a certificate signed by an officer of the
         Corporation, setting forth, in reasonable detail, the event requiring
         the adjustment, the method by which such adjustment was calculated and
         the adjustments made.

                  6.12.2 In case the Corporation shall propose (a) to pay any
         dividend payable in stock of any class to the holders of G Junior Stock
         or to make any other distribution to the holders of its Common Stock,
         (b) to offer to the holders of its Common Stock rights to subscribe for
         or to purchase any Convertible Securities, Common Stock or shares of
         stock of any class or any other securities, rights or options, (c) to
         effect any reclassification of its Common Stock (other than a
         reclassification involving only the subdivision or combination of
         outstanding shares of Common Stock), (d) to effect any capital
         reorganization, (e) to effect any consolidation, merger or sale,
         transfer or other distribution of all or substantially all its
         property, assets or business, or (f) to effect the liquidation,
         dissolution or winding-up of the Corporation, then, in each such case,
         the Corporation shall give to each holder of Series G Preferred Stock a
         notice of such proposed action, which shall specify the date on which a
         record is to be taken for the purposes of such stock dividend,
         distribution or rights, or the date on which such reclassification,
         reorganization, consolidation, merger, sale, transfer, disposition,
         liquidation, dissolution or winding-up is to take place and the date of
         participation therein by the holders of Common Stock, if any such date
         is to be fixed, and shall also set forth such facts with respect
         thereto as shall be reasonably necessary to indicate the effect of such
         action on the Common Stock and the


                                       18
<PAGE>


         number of shares of Common Stock issuable upon conversion of the Series
         G Preferred Stock after giving effect to any adjustment which will be
         required as a result of such action. Such notice shall be so given in
         the case of any action covered by (a) or (b) above at least ten (10)
         days prior to the record date for determining holders of the Common
         Stock for purposes of such action and, in the case of any other such
         action, at least ten (10) days prior to the date of the taking of such
         proposed action or the date of participation therein by the holders of
         Common Stock, whichever shall be the earlier.

         7. NO PRE-EMPTIVE RIGHTS. No holder of Series G Preferred Stock
shall have any pre-emptive or preferential right of subscription to any
shares of stock of the Corporation, or to options, warrants or other
interests therein or therefor, or to any obligations convertible into stock
of the Corporation, issued or sold, or any right of subscription to any
thereof other than such, if any, as the Board of Directors, in its
discretion, from time to time may determine and at such price or prices as
the Board of Directors from time to time may fix pursuant to the authority
conferred by the Corporation's Certificate of Incorporation.

         8. COVENANTS. In addition to any other rights provided by law, so
long as any shares of Series G Preferred Stock are outstanding, this
Corporation shall not, without first obtaining the affirmative vote or
written consent of the holders of not less than sixty-six and two-thirds
percent (66-2/3%) of the Series G Preferred Stock:

                  (a) Amend or repeal any provisions of the Corporation's
     Certificate of Incorporation which action would adversely affect the
     rights, preferences, or privileges of the Series G Preferred Stock; or

                  (b) Alter or change the designations, powers, rights,
         preferences or privileges, or the qualification, limitations or
         restrictions of the Series G Preferred Stock; or

                  (c) Increase the authorized number of shares of Series G
         Preferred Stock or other preferred stock of the Corporation; or

                  (d) Authorize, create, or issue any new class or series of
         stock or any other securities convertible into equity securities of the
         Corporation having a preference over the Series G Preferred Stock with
         respect to dividends, redemptions or upon liquidation or dissolution of
         the Corporation; or

                  (e) Reclassify the shares of Common Stock or any other G
         Junior Stock into shares of any class or series of capital stock (i)
         ranking either as to payment of dividends, distribution of assets or
         redemptions, prior to or on parity with the Series G Preferred Stock,
         or (ii) which in any manner adversely affects the holders of Series G
         Preferred Stock.

                  (f) Thirteen thousand six hundred thirty six (13,636) shares
         of the Corporation's preferred stock, par value $0.01 per share, are
         designated "Series H


                                       19
<PAGE>


         Preferred Stock" (hereinafter referred to as the "Series H Preferred
         Stock"), and such Series H Preferred Stock shall have the respective
         voting powers, designations, preferences and relative, participating,
         optional or other rights, and the qualifications, limitations or
         restrictions as follows:

         1. SECTION REFERENCES AND DEFINITIONS. References to section numbers
contained in this Article 4(e) shall refer only to sections within this
Article 4(e) unless otherwise specified. Capitalized terms in this Article
4(e) shall have the following meanings:

         1.1 "Change of Control" shall mean the following and shall be deemed
to occur if any of the following events occur:

                  (i) Any "person," as such term is used in Sections 13(d) and
         14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act") (a "Person"), is or becomes the "beneficial owner," as defined in
         Rule 13d-3 under the Exchange Act (a "Beneficial Owner"), directly or
         indirectly, of securities of the Corporation representing (i) 20% or
         more of the combined voting power of the Corporation's then outstanding
         voting securities, which acquisition is not approved in advance of the
         acquisition or within thirty (30) days after the acquisition by a
         majority of the Incumbent Board (as hereinafter defined) or (ii) 33% or
         more of the combined voting power of the Corporation's then outstanding
         voting securities, without regard to whether such acquisition is
         approved by the Incumbent Board;

                  (ii) Persons who constitute the board of directors (the
         "Incumbent Board") of the Corporation cease for any reason to
         constitute at least a majority of the Corporation's board of directors,
         provided that any person becoming a director whose election, or
         nomination for election by the Corporation's stockholders, is approved
         by a vote of at least a majority of the directors then constituting the
         Incumbent Board (other than an election or nomination of an individual
         whose initial assumption of office is in connection with an actual or
         threatened election contest relating to the election of the directors
         of the Corporation, as such terms are used in Rule 14a-11 of Regulation
         14A promulgated under the Exchange Act) shall, for the purposes of this
         Agreement, be considered as though such person were a member of the
         Incumbent Board of the Corporation;

                  (iii) The consummation of a merger, consolidation or
         reorganization involving the Corporation, other than one which
         satisfies both of the following conditions:

                           (A) a merger, consolidation or reorganization which
                  would result in the voting securities of the Corporation
                  outstanding immediately prior thereto continuing to represent
                  (either by remaining outstanding or by being converted into
                  voting securities of another entity) at least 55% of the
                  combined voting power of the voting securities of the
                  Corporation or such other entity resulting from the merger,
                  consolidation or reorganization (the "Surviving Corporation")
                  outstanding immediately after such merger, consolidation or
                  reorganization and being held in substantially the same
                  proportion as the ownership in the Corporation's voting
                  securities immediately before such merger, consolidation or
                  reorganization, and


                                       20
<PAGE>


                           (B) a merger, consolidation or reorganization in
                  which no Person is or becomes the Beneficial Owner, directly
                  or indirectly, of securities of the Corporation representing
                  20% or more of the combined voting power of the Corporation's
                  then outstanding voting securities; or

                  (iv) The stockholders of the Corporation approve a plan of
         complete liquidation of the Corporation or an agreement for the sale or
         other disposition by the Corporation of all or substantially all of the
         Corporation's assets.

         Notwithstanding the preceding provisions of this definition, a
Change in Control shall not be deemed to have occurred if the Person
described in the preceding provisions is (1) an underwriter or underwriting
syndicate that has acquired the ownership of any of the Corporation's then
outstanding voting securities solely in connection with a public offering of
the Corporation's securities, (2) the Corporation or an affiliate of the
Corporation, or (3) an employee stock ownership plan or other employee
benefit plan maintained by the Corporation or any of its affiliates that is
qualified under the provisions of the United States Internal Revenue Code of
1986.

         1.2 "Common Stock" shall mean the shares of the Common Stock of the
Corporation, par value $.01 per share, and any stock into which such Common
Stock may hereafter be changed. "Convertible Securities" shall mean evidences
of indebtedness, shares of stock or other securities which are convertible
into or exchangeable, with or without payment of additional consideration in
cash or property, for Common Stock, either immediately or upon the arrival of
a specified date or the happening of a specified event.

         1.3 "H Junior Stock" shall mean the Common Stock and any other class
or series of capital stock of the Corporation which at the time of issuance
is not declared to be senior to or on a parity with the Series H Preferred
Stock as to rights upon liquidation or dividends.

         1.4 "H Redemption Price" shall mean $1,100 per share plus any
dividends accrued on or before the date of the H Redemption Notice.

         1.5 "Person" shall mean any individual, corporation, association,
company, business trust, partnership, joint venture, joint-stock company,
trust, unincorporated organization or association or government or any agency
or political subdivision thereof.

         1.6 "Trading Day" shall mean any day on which trading takes place
(a) if the Common Stock is then listed or admitted to trading on a national
securities exchange, on the principal national securities exchange on which
the Common Stock is then listed or admitted to

                                       21
<PAGE>


trading; or (b) if not, in the over-the-counter-market and prices reflecting
such trading are published by the National Association of Securities Dealers
Automated Quotation System.

         2. DIVIDENDS. Before any dividends (other than dividends payable in
Common Stock) on any H Junior Stock shall be declared or paid or set apart
for payment, the holders of shares of Series H Preferred Stock shall be
entitled to receive cash dividends, when and as declared by the Board of
Directors from the date of issuance through September 15, 2005, at the annual
rate of $82.50 per share, and no more. Dividends on the Series H Preferred
Stock shall accumulate on an annual compounded basis (based on actual days
elapsed 365/366) and any accumulated dividends shall be payable to a holder
of record on the earlier of: (i) redemption by the Corporation of such
holder's Series H Preferred Stock or (ii) September 30, 2005. The Series H
Preferred Stock shall rank on a parity with the Series G Preferred Stock as
to dividends. Such dividends shall be cumulative. Whenever, at any time,
accrued dividend shall have been paid or declared and set apart for payment
on the then outstanding Series H Preferred Stock, the Board of Directors may
declare dividends on any H Junior Stock, subject to the respective terms and
provisions (if any) applying thereto.

         3. LIQUIDATION OR DISSOLUTION.

         3.1 RANK. The Series H Preferred Stock of the Corporation shall rank
on a parity with the Series F Preferred Stock and the Series G Preferred
Stock as to distributions upon a liquidation, dissolution or winding-up of
the Corporation and any other preferred stock of the Corporation.

         3.2 PREFERENCE. Subject to the prior rights of the Corporation's
creditors and holders of securities senior to the Series H Preferred Stock in
respect of distributions upon liquidation, dissolution or winding-up of the
Corporation, in the event of the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, the holders of Series H
Preferred Stock shall be entitled to receive one thousand one hundred dollars
($1,100) per share, plus an amount equal to any accumulated dividends through
the date of such liquidation, dissolution or winding-up. The amount of
dividends "accumulated" on any share of Series H Preferred Stock as at any
annual dividend date shall be deemed to be the amount of any unpaid dividends
accumulated thereon to and including such annual dividend date, whether or
not earned or declared, and the amount of dividends "accumulated" on any
share of Series H Preferred Stock as at any date other than an annual
dividend date shall be calculated in accordance with Section 2 of this
Article 4(e). If, upon any such liquidation, dissolution or winding-up of the
Corporation, the assets distributable among the holders of Series H Preferred
Stock (and any series of preferred stock ranking in parity with the Series H
Preferred Stock in respect of distributions upon liquidation, dissolution or
winding-up of the Corporation) shall be insufficient to permit the payment in
full to such holders of the preferential amount payable to such holders
determined as aforesaid, then the holders of Series H Preferred Stock (and
any such series) will share ratably in any distribution of the Corporation's
assets in proportion to the respective preferential amounts that

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<PAGE>


would have been payable if such assets were sufficient to permit payment in
full of all such amounts. After payment of the full amount of the liquidating
distribution to which the holders of Series H Preferred Stock are entitled,
holders of H Junior Stock (other than Common Stock) shall be paid any
preferential amounts payable to such holders. Thereafter, the holders of
Series H Preferred Stock will share PRO RATA with the holders of Common Stock
(and the holders of H Junior Stock entitled to share PRO RATA with Common
Stock in liquidating distributions), based on the number of shares of Common
Stock into which the Series H Preferred Stock is then convertible, any
further distribution of assets by the Corporation. Under this Section 3, a
distribution of assets in any dissolution, winding-up or liquidation shall
not include (a) any consolidation or merger of the Corporation with or into
any other corporation, (b) any dissolution, liquidation or winding-up of the
Corporation immediately followed by reincorporation of a successor
corporation or (c) a sale or other disposition of all or substantially all of
the Corporation's assets in consideration for the issuance of equity
securities of another corporation, provided that the consolidation, merger,
dissolution, liquidation, winding-up, sale or other disposition (i) does not
amend, alter, or change the preferences or rights of the Series H Preferred
Stock or the qualifications, limitations or restrictions thereof in a manner
that adversely affects the Series H Preferred Stock or (ii) is done in
accordance with Sections 6.5, 6.6 or 6.7 hereof.

         4. VOTING RIGHTS. The holders of Series H Preferred Stock shall not
be entitled to any voting rights except as otherwise required by law.

         5. REDEMPTION.

                  (a) At the Corporation's option, from the date the Series H
         Preferred Stock is issued until all the Series H Preferred Stock is
         converted, all outstanding and unconverted Series H Preferred Stock may
         be redeemed by the Corporation pursuant to this Section 5(a), from
         funds legally available therefor at the H Redemption Price. The
         Corporation shall provide at least 10 days and not more than 30 days
         advance written notice of redemption to each holder of the Series H
         Preferred Stock (a "H Redemption Notice"), which notice shall set forth
         the date (the "Redemption Date") fixed for such redemption; provided
         that any H Redemption Notice given after September 15, 2005 shall be
         given at least 30 days and not more than 45 days in advance of the
         Redemption Date stated therein.

                  (b) The entire redemption price of the shares of Series H
         Preferred Stock outstanding shall be paid in cash on such Redemption
         Date. If any portion of the applicable H Redemption Price under Section
         6(a) shall not be paid by the Corporation within ten (10) calendar days
         after the date due, interest shall accrue thereon at the rate of 7.5%
         per annum until the redemption price plus all such interest is paid in
         full (which amount shall be paid as liquidated damages and not as a
         penalty).

         6. Conversion Rights.

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<PAGE>


         6.1 CONVERSION OF SERIES H PREFERRED STOCK. At the option of a
holder of the Series H Preferred Stock, each share of such holder's Series H
Preferred Stock shall convert into one hundred fully paid and non-assessable
shares of Common Stock:

                  6.1.1 Until the close of business on the date preceding the
         Redemption Date on or after September 15, 2005; or

                  6.1.2 Upon a Change of Control of the Corporation.

         6.2 ISSUANCE LIMITATION. If, pursuant to Section 5 of Article 4(c),
Section 6 of Article 4(d) or Section 6 of Article 4(e), a conversion event
occurs or a conversion election is made and conversion of shares of Series F
Preferred Stock, Series G Preferred Stock or Series H Preferred Stock (the
shares of the three series collectively, the "Preferred Shares") subject to
such section would, when taken together with the conversion of any other
Preferred Shares, result in the issuance by the Company of a number of shares
(the "Additional Shares") of its Common Stock greater than the "Issuance
Limit," then the Company need not issue the Additional Shares, unless it
first obtains shareholder approval of the issuance of the Additional Shares.
"Issuance Limit" means 9,389,477 shares of Common Stock (that is, 19.9% of
the shares of Common Stock issued and outstanding as of May 16, 2000), as
such number may be adjusted pursuant to Sections 5.5 of Article 4(c), Section
6.5 of Article 4(d) or Section 6.5 of Article 4(e). If the Company does not
obtain shareholder approval for the issuance of the Additional Shares or, in
any event, does not, prior to the expiration of 120 days after such
conversion event or conversion election, issue the Additional Shares required
to be issued as a result of such conversion event or conversion election, the
Company shall pay to each person entitled to receive such Additional Shares
an amount in cash equal to the aggregate market price of such Additional
Shares on the day that the conversion event occurred or the conversion
election was made. The market price for such day shall be the last reported
sales price on the principal exchange on which the Common Stock is listed,
or, if it is not so listed, the Nasdaq National Market or, if it is not so
listed, on the over-the-counter market.

         6.3 CONVERSION PROCEDURE. Upon conversion of Series H Preferred
Stock, the shares so converted shall have the status of authorized and
unissued preferred stock, and the number of shares of preferred stock which
the corporation shall have authority to issue shall include the number of
shares of Series H Preferred Stock so converted. Upon any conversion,
certificates representing the Series H Preferred Stock shall thereafter be
deemed to represent the appropriate number of shares of Common Stock into
which such stock is converted. After conversion the holder of any shares of
Series H Preferred Stock so converted shall deliver to the Corporation during
regular business hours, at such place as may be designated by the
Corporation, the certificate or certificates for the shares to be converted,
duly endorsed or assigned in blank, or to the Corporation (if required by
it), accompanied by written notice stating the name or names (with address)
in which the certificate or certificates for the shares of Common Stock are
to be issued.

                                       24
<PAGE>


         6.4 FRACTIONAL SHARES. No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of Series H Preferred Stock. If
more than one share of Series H Preferred Stock shall be surrendered for
conversion at any one time by the same holder, the number of full shares of
Common Stock issuable upon conversion thereof shall be computed on the basis
of the aggregate number of shares so surrendered. Instead of any fractional
shares of Common Stock which would otherwise be issuable upon any such
conversion, the Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount determined on the basis of the then current
fair market value of a share of Common Stock as determined by the Board of
Directors of the Corporation, in good faith. Fractional interests shall not
be entitled to dividends, and the holders thereof shall not be entitled to
any rights as stockholders of the Corporation in respect of such fractional
interests.

         6.5 ADJUSTMENTS FOR SUBDIVISIONS, STOCK DIVIDENDS, COMBINATIONS, OR
CONSOLIDATIONS OF COMMON Stock. In the event the outstanding shares of Common
Stock shall be increased by way of stock issued as a dividend for no
consideration or subdivided (by stock split, or otherwise) into a greater
number of shares of Common Stock, the number of shares of Common Stock
issuable upon conversion of the Series H Preferred Stock then outstanding
shall, concurrently with the effectiveness of such increase or subdivision,
be proportionately increased and the number of shares constituting the
Issuance Limit shall be proportionally increased. In the event the
outstanding shares of Common Stock shall be combined or consolidated, by
reclassification or otherwise, into a lesser number of shares of Common
Stock, the number of shares of Common Stock issuable upon conversion of the
Series H Preferred Stock then outstanding shall, concurrently with the
effectiveness of such combination or consolidation, be proportionately
decreased and the number of shares constituting the Issuance Limit shall be
proportionally decreased.

         6.6 OTHER DISTRIBUTIONS. If for any reason, including without
limitation a merger or sale of assets transaction, the Corporation shall
declare a distribution payable in securities of the Corporation, or in
securities of other persons, evidences of indebtedness issued by the
Corporation or other persons, or assets (excluding cash dividends) then, in
each such case for the purpose of this Section 6.6, the holders of the Series
H Preferred Stock shall be entitled to a proportionate share of such
distribution as though they were the holders of the number of shares of
Common Stock of the Corporation into which their shares of Series H Preferred
Stock would be convertible as of the record date fixed for the determination
of the holders of Common Stock of the Corporation entitled to receive such
distribution.

         6.7 REORGANIZATIONS AND RECAPITALIZATIONS. If at any time or from
time to time there shall be a reorganization or recapitalization of the
Common Stock (other than a subdivision, combination or merger or sale of
assets transaction provided for in Section 6.5 or Section 6.6 above), then,
as a condition of such reorganization or recapitalization, provision shall be
made so that the holders of the Series H Preferred Stock shall thereafter be
entitled to receive upon conversion of the Series H Preferred Stock, the
number of shares of stock or other securities or property of the Corporation
or otherwise to which a holder of Common Stock deliverable upon

                                       25
<PAGE>


conversion would have been entitled on such reorganization or
recapitalization. In any such case, appropriate adjustment shall be made in
the application of the provisions of this Section 6 with respect to the
rights of the holders of the Series H Preferred Stock after the
reorganization or recapitalization to the end that the provisions of this
Section 6 (including adjustment to the number of shares of Common Stock
receivable upon conversion of the Series H Preferred Stock) shall be
applicable after that event in as nearly an equivalent manner as may be
practicable.

         6.8 RESERVATION OF SHARES. The Corporation agrees that, so long as
any share of Series H Preferred Stock shall remain outstanding, the
Corporation shall at all times reserve and keep available, free from
preemptive rights, out of its authorized capital stock, for the purpose of
issue upon conversion of the Series H Preferred Stock, the full number of
shares of Common Stock then issuable upon conversion of all outstanding
shares of Series H Preferred Stock. If the Common Stock shall be listed on
any national securities exchange, the Corporation at its expense shall
include in a listing application all of the shares of Common Stock reserved
for issuance upon conversion of the Series H Preferred Stock, (subject to
issuance or notice of issuance to the exchange) and will similarly apply for
and use its best efforts to procure the listing of any further Common Stock
reserved for issuance upon conversion of the Series H Preferred Stock, at any
subsequent time as a result of adjustments in the number of shares of Common
Stock issuable upon conversion of the Series H Preferred Stock.

         6.9 VALIDITY OF SHARES. The Corporation agrees that it will from
time to time take all such actions as may be requisite to assure that all
shares of Common Stock which may be issued upon conversion of any share of
the Series H Preferred Stock will, upon issuance, be legally and validly
issued, fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issue thereof.

         6.10 TAXES. The Corporation will pay all taxes and other
governmental charges that may be imposed in respect of the issue or delivery
(but not transfer) of shares of Common Stock upon conversion of the Series H
Preferred Stock.

         6.11 ABANDONMENT OF ACTION. If the Corporation shall take a record
of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution requiring an adjustment pursuant to
Section 6 and shall, thereafter and before the distribution to stockholders
thereof, legally abandon its plan to pay or deliver such dividend or
distribution, then thereafter no adjustment to the holders of Series H
Preferred Stock shall be required by reason of the taking of such record and
any such adjustment previously made in respect thereof shall be rescinded and
annulled.

         6.12     NOTICE PROVISIONS.

                                       26
<PAGE>


                  6.12.1 Whenever an adjustment is required pursuant to
Section 6 hereof, the Corporation shall forthwith deliver to the holders of
Series H Preferred Stock, a certificate signed by an officer of the
Corporation, setting forth, in reasonable detail, the event requiring the
adjustment, the method by which such adjustment was calculated and the
adjustments made.

                  6.12.2 In case the Corporation shall propose (a) to pay any
dividend payable in stock of any class to the holders of H Junior Stock or to
make any other distribution to the holders of its Common Stock, (b) to offer
to the holders of its Common Stock rights to subscribe for or to purchase any
Convertible Securities, Common Stock or shares of stock of any class or any
other securities, rights or options, (c) to effect any reclassification of
its Common Stock (other than a reclassification involving only the
subdivision or combination of outstanding shares of Common Stock), (d) to
effect any capital reorganization, (e) to effect any consolidation, merger or
sale, transfer or other distribution of all or substantially all its
property, assets or business, or (f) to effect the liquidation, dissolution
or winding-up of the Corporation, then, in each such case, the Corporation
shall give to each holder of Series H Preferred Stock a notice of such
proposed action, which shall specify the date on which a record is to be
taken for the purposes of such stock dividend, distribution or rights, or the
date on which such reclassification, reorganization, consolidation, merger,
sale, transfer, disposition, liquidation, dissolution or winding-up is to
take place and the date of participation therein by the holders of Common
Stock, if any such date is to be fixed, and shall also set forth such facts
with respect thereto as shall be reasonably necessary to indicate the effect
of such action on the Common Stock and number shares of Common Stock issuable
upon conversion of the Series H Preferred Stock after giving effect to any
adjustment which will be required as a result of such action. Such notice
shall be so given in the case of any action covered by (a) or (b) above at
least ten (10) days prior to the record date for determining holders of the
Common Stock for purposes of such action and, in the case of any other such
action, at least ten (10) days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of Common
Stock, whichever shall be the earlier.

         7. NO PRE-EMPTIVE RIGHTS. No holder of Series H Preferred Stock
shall have any pre-emptive or preferential right of subscription to any
shares of stock of the Corporation, or to options, warrants or other
interests therein or therefor, or to any obligations convertible into stock
of the Corporation, issued or sold, or any right of subscription to any
thereof other than such, if any, as the Board of Directors, in its
discretion, from time to time may determine and at such price or prices as
the Board of Directors from time to time may fix pursuant to the authority
conferred by the Corporation's Certificate of Incorporation.

         8. COVENANTS. In addition to any other rights provided by law, so long
as any shares of Series H Preferred Stock are outstanding, this Corporation
shall not, without first obtaining the affirmative vote or written consent of
the holders of not less than sixty-six and two-thirds percent (66-2/3%) of the
Series H Preferred Stock:


                                       27
<PAGE>


                  (a) Amend or repeal any provisions of the Corporation's
         Certificate of Incorporation which action would adversely affect the
         rights, preferences, or privileges of the Series H Preferred Stock; or

                  (b) Alter or change the designations, powers, rights,
         preferences or privileges, or the qualification, limitations or
         restrictions of the Series H Preferred Stock; or

                  (c) Increase the authorized number of shares of Series H
         Preferred Stock or other preferred stock of the Corporation; or

                  (d) Authorize, create, or issue any new class or series of
         stock or any other securities convertible into equity securities of the
         Corporation having a preference over the Series H Preferred Stock with
         respect to dividends, redemptions or upon liquidation or dissolution of
         the Corporation; or

                  (e) Reclassify the shares of Common Stock or any other H
         Junior Stock into shares of any class or series of capital stock (i)
         ranking either as to payment of dividends, distribution of assets or
         redemptions, prior to or on parity with the Series H Preferred Stock,
         or (ii) which in any manner adversely affects the holders of Series H
         Preferred Stock.

         5. No shareholder of the Corporation shall have preemptive or
preferential rights to any shares of any class of stock of the Corporation or
obligations convertible into stock of the Corporation whether now or
hereafter authorized.

         6. The Secretary of State is designated as the agent of the
Corporation upon whom process against the Corporation may be served. The post
office address within the State of New York to which the Secretary of State
shall mail a copy of any such process against the Corporation served upon is
c/o Harvey Brown, Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York,
New York 10038-4982.

                                       28

<PAGE>

         7. The manner in which the foregoing amendment of the Restated
Certificate of Incorporation was authorized is as follows: The Board of
Directors of the Corporation adopted the amendment and authorized the
restatement of the Certificate of Incorporation by a majority vote of the
Board of Directors. The holders of a majority of the outstanding shares
entitled to vote adopted the amendment increasing the amount of the
authorized shares of common stock of the Corporation at the annual meeting of
shareholders on November 8, 2000.

                                       29
<PAGE>



         IN WITNESS WHEREOF, we have subscribed this document on the date set
forth below and do hereby affirm, under the penalties of perjury, that the
statements contained therein have been examined by us and are true and correct.

Date: May 1, 2001


                                       /s/ Theodore D. Roth
                                       ------------------------------
                                       Name:    Theodore D. Roth
                                       Title:   President and Chief Operating
                                                Officer

                                       /s/ Lloyd A. Rowland
                                       ---------------------------------
                                       Name:    Lloyd A. Rowland
                                       Title:   General Counsel and Secretary




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